


The MILF of Lakewood Plaza

by Latias425



Series: The Carol Collection [1]
Category: King of Fighters, OK K.O.! Let's Be Heroes, 僕のヒーローアカデミア | Boku no Hero Academia | My Hero Academia
Genre: Aged-Up Character(s), Alley Sex, Anal Fingering, Aphrodisiacs, Bath Houses, Bath Sex, Beach Sex, Bedroom Sex, Body Worship, Bondage, Breast Fucking, Caught, Come Inflation, Cowgirl Position, Crossover, Crossover Pairings, Dildos, Double Penetration, Drinking, Drinking & Talking, Drunk Blow Jobs, Drunk Sex, Drunken Kissing, Drunkenness, Egg Laying, F/F, F/M, Female Solo, Fondling, French Kissing, Futanari, Glory Hole, Hand Jobs, Harems, Large Breasts, Lesbian Sex, MILFs, Massage, Masturbation, Masturbation in Shower, Multi, Multiple Orgasms, Multiple Pairings, Oviposition, Parent/Child Incest, Peeping, Plants, Pole Dancing, Porn Video, Public Humiliation, Public Sex, Sloppy Makeouts, Spanking, Strap-Ons, Stress Relief, Strip Tease, Strippers & Strip Clubs, Tentacle Sex, Tentacles, Threesome - F/M/M, Tribadism, Urination, Vaginal Fingering, Vibrators, Vines, Wall Sex, Watersports, Yuri, hot-dogging
Language: English
Status: In-Progress
Published: 2018-11-20
Updated: 2019-05-19
Packaged: 2019-08-26 11:17:36
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 12
Words: 15,794
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16680586
Author URL: https://archiveofourown.org/users/Latias425/pseuds/Latias425
Summary: Carol Kincaid is a total MILF, and absolutely everyone knows it. And she knows damn well how much "attention" she receives at the plaza, so she decides to fulfill the desires of those who think that way about her. Follow Carol and her many sexual encounters with various men, women, and anything in between.





	1. Morning Desires

**Author's Note:**

> Yep, it's another OK K.O. smut fic with Carol as the main character. I'm sorry, I know I said that I wouldn't be writing any more Carol and K.O. incest after Knock-Out, but goddammit here my dirty brain goes again with forcing me to write this (I guess you can say that I like their relationship a bit too much).
> 
> So, this is the first time I'm writing a full-on story with multiple pairings. As such, I'm actually letting you suggest pairings for future chapters, and they can either be straight or lesbian (I've never written yuri before, but dammit, I'll try). However, I do have my own ideas for future chapters, so don't expect me to get your chapter request right away all the time.

Carol Kincaid was a total MILF, and absolutely everyone knew that. What could possibly be said about her that hasn't been said already? She was the woman that everyone either wanted to be or be with. Some would even tell K.O. how lucky he was to have such a sexy mom.

Initially, K.O. didn't think sexually about his mother, but all that changed when one day he was walking down the hall, minding his own business, when he suddenly heard moaning coming from her bedroom. Fearing that she may be hurt, he barged into the room only to find Carol sitting on her bed completely naked, legs spread wide, and moaning as she fucked herself with a dildo. He could only stand there with wide eyes and a red face as he watched her push the vibrating sex toy in and out of her vagina while she fondled her breast with her other hand, and later that night he ended up experiencing his first ejaculation by having a wet dream about his mother in sexy black lingerie lying on her bed and moaning like a bitch while he stood above her plowing her pussy.

Ever since then, K.O. had been peeping on Carol every chance he got, from when she was taking a shower to when she got dressed in the morning. Sometimes he would even take pictures or record videos of her when she was naked so that he could get off to them later. Now he knew what everyone meant when they told him how much of a lucky boy he was. He didn't realize until now how much of a MILF his mother was, with her large and perky tits that bounced up and down every time she walked, those wide and curvaceous hips that swayed back and fourth with each step, not to mention that thick and luscious booty to compliment. Yep, all of that was total MILF material, and K.O. wanted to have that body. He knew that it was so wrong to be thinking about his own mother this way, but that only fueled his desires even more.

* * *

Carol knew all too well how much of a MILF she was. Every day at the plaza many folks would stare with hungry eyes and wolf whistle at the sight of her, and some would even go as far as to give her a pinch or smack on the butt whenever she passed by them or was in a situation that left her in a rather...suggestive position, let's just say.

With all the "attention" that Carol had been getting, she knew that it was only a matter of time before her own son would fall victim to it. While K.O. hadn't been caught in the act, that didn't mean she wasn't aware of what he was doing. She definitely wasn't stupid enough to not hear his moans of pleasure as he jacked off to her getting dressed every morning, so this morning she decided to tease him.

When Carol woke up, she headed over to her closet to get dressed for the day. While she was searching through her clothes, she stuck her booty out and wiggled it towards the door, and sure enough, K.O. was standing right outside with a hand in his pants as he watched that sweet booty sway back and fourth enticingly.

Once Carol had gotten her work clothes, she walked back to her bed and began to change, starting with her shirt. Since she didn't wear a bra underneath, her tits bounced freely as she took off her shirt, causing K.O. to begin stroking himself a bit faster. She then slowly shimmied out of her sweatpants, wiggling her hips as she did, leaving her only in her panties. He tried his hardest to not make himself moan out loud as the pressure in his groin began to grow.

Carol then turned around and bent over to reach her clothes on her bed, giving him a really good view of her nearly naked rear as her panties rode right up her crack. K.O. couldn't hold it in anymore and quickly covered his mouth to muffle a loud moan as he came right in his pants, but little did he know, she still heard it, and she grinned to herself.

* * *

"K.O., breakfast is ready!" Carol called out as she had just finished making breakfast.

K.O. was in the bathroom rubbing one off when he heard his mother's voice call to him. "Coming, Mommy!" he called back, a bit frustrated that he didn't get to finish getting off. He quickly went into the kitchen and sat down at the table before she could notice his boner.

Carol noticed how quickly her son came to the table, almost as if he was trying to hide something from her. She grinned to herself as she saw down as well. She had him right where she wanted him.

K.O. tried to focus on his breakfast, but it was really hard for him to do so with the throbbing arousal in his pants and his oh so sexy mother sitting right across from him. He stared at his plate and tried to act natural as he moved a hand down to the bulge and began to gently rub it, biting his lip to try to keep himself from moaning.

Carol noticed her son fidgeting in his chair and decided that now was the time to get him to fess up. "K.O., I've been meanin' to ask ya something."

"Wh-What is it, Mommy?" K.O. asked, trying his hardest to sound like he wasn't having a boner right now.

Carol sat there silently for a moment and then she asked, "Do you think I'm...sexy?"

K.O.'s eyes went wide and the cock in his pants began to pulse. "I...I-I..."

"And do you really think that Mommy is stupid enough to not know that you've been masturbating to her every morning?"

K.O. began to sweat nervously. "I-I...I...I..."

"And do you have a boner in your pants right now that you're trying so hard to hide from me?"

K.O. couldn't take it anymore and then he shouted, "YES! YES, IT'S TRUE, MOMMY! I-I JUST CAN'T HELP IT! I-I THINK YOU'RE REALLY HOT AND I'VE BEEN THINKING ALL THESE DIRTY THINGS ABOUT YOU!"

 _'I thought so.'_  Carol thought, and then she said sternly, "K.O., come with me to my room."

K.O. gulped, fearing that he was in big trouble for what he had just confessed to his mother. He got up and followed Carol to her room where she ordered him to sit on her bed. He sat down and looked away feeling very ashamed of himself.

"Look at me, K.O." Carol ordered, and K.O. looked up at her nervously. She had her arms crossed and a stern look on her face as she asked, "What do you have to say for yourself?"

Tears welled up in K.O.'s eyes and he confessed, "I'm...I'm so sorry, Mommy. I...I know it's wrong for me to be thinking about you this way, but ever since I accidentally saw you masturbating, I just...thought differently of you. I realized that I...I love you more than a mom. I-I know you're gonna ground me for the rest of my life and think I'm a total freak, and...I'm sorry." He then turned his head away from her, the tears starting to stream down his face.

Carol was taken aback by this and she stepped closer to her son and moved his head so that his teary eyes met with hers as she smiled at him. "Aw, don't be ashamed, K.O. I'm not gonna punish ya. You know that I would never hate you no matter what. Besides, I figured that you would be feeling that way about me."

"Y-You're not gonna punish me?" K.O. asked as he wiped his eyes. "Wh-What are you gonna do then?"

Carol's response was to get on her knees in front of him and reach for his pants, looking up at him with a hand near the bulge. "You want this, don't you?"

Before K.O. could answer, he gasped as she moved her hand into his pants and began to stroke him. He gripped onto the sheets tightly and moaned as pleasure began to course through his body.

Carol smiled as she heard the moans coming from her son as she jerked him off, but then she got an even better idea. Using her other hand, she unzipped the top of her bodysuit and lowered it, freeing her breasts. She then moved up and squeezed her tits around K.O.'s cock, earning a loud gasp from him as she began to move up and down.

"A-Ah...Oh my Cob!" K.O. gasped. This wasn't a dream. Carol was really giving him a titjob right now, and just the fact that it was actually happening caused him to reach his orgasm fairly quickly, clutching the sheets tightly and moaning as thick strings of semen shot out all over her face and chest.

K.O. panted as he came down from his high, and he opened his eyes and blushed madly upon seeing his mother's face and tits stained with his cum.

"O-Oh, I-I'm so sorry, Mommy."

Carol laughed. "Don't be sorry, K.O. I just didn't think you'd cum this quickly." She then made a 'come here' gesture and asked seductively, "Now why don't you come here and clean me up?"

K.O. blushed deeply at the fact that Carol was going to make him taste his own cum, but nodded as he got off the bed and knelt down in front of her, moving his head down to her chest and beginning to lick his seed off her tits. It had a salty yet sweet taste to it, and he soon got used to the strange taste as he dragged his tongue along her boobs, leaving behind a trail of saliva with each string of seed that he collected on his tongue. Carol moaned as K.O. pleasured her breasts, and then erupted into a giggling fit as he moved his head up and moved on to her face, licking the white substance off her cheeks like a dog licking its owner's face.

Once K.O. had completely cleaned Carol's face and chest of his cum, she said, "Alright K.O., lay down on the bed." He nodded and did so, his throbbing erection standing tall. He then saw her getting completely undressed and climbing onto the bed on top of him.

"Um, Mommy...what are you-" K.O. began when he was suddenly shushed as Carol put a finger on his lips.

"Don't you say any more, K.O. This is what you've been wanting, right?"

"Y-Yes, n-no, I-I mean...isn't it wrong for us to be doing this?"

Carol laughed and then looked at her son with a seductive look on her face as she answered, "It's not wrong as long as we keep it a secret between just the two of us. You and me." she added as she bopped him on the nose.

Before K.O. could say anything else, he gasped as he felt his cock slip into Carol's tight vagina, and he gripped the sheets tightly as she lowered herself onto him, engulfing his entire length in warm and wet flesh. "Gah...s-so hot...and tight..." he gasped, feeling his dick throb within her tight walls.

"Oh, it's been so long since I've had a real cock inside me~." Carol moaned in content at having her walls stretched by a cock, and then looked down at her wide-eyed, red-faced son. "What are ya waitin' for, kiddo? Start ravaging me."

K.O.'s mind was getting lost in pleasure, and he moved his hands up and grabbed onto Carol's sides, beginning to buck his hips upward as he sat up and buried his face in her chest.

"Ah, yes...that's it, K.O..." Carol moaned as she wrapped her arms around her son as he continued to bounce her on his cock. While K.O. was doing that, he moved his hands down her slender backside and began groping her bubble butt. She yelped in surprise and then grinned naughtily at her son as he raised his head. "Mmm...someone's gettin' really naughty~."

"So...sexy..." was all that K.O. responded, his voice low and raspy from pleasure. He then raised a hand and gave her rump a quick but hard smack, causing her to yelp again.

"So that's how you wanna play, huh?" Carol asked as she moved her hands up to K.O.'s head and quickly pulled it closer to hers, smashing their lips together. Like a snake, she slid her tongue into his mouth and within seconds they were locked in a full-on make-out, and she could get a taste of salty and sweet from his cum, which only added fuel their lustful kiss. This went on for several minutes, and soon the two of them were getting close to their orgasms.

"A-Ah...I-I'm...c-cumming!" K.O. managed to moan out through the kiss, and with one last buck of his hips, he moaned into Carol's mouth and planted his seed directly into her womb. She moaned back as she felt his hot seed filling her up, which lead to her own orgasm as she stained their crotches with her juices.

Once they came down, K.O. fell onto the bed panting while Carol got up and went to retrieve her clothes. She was all sticky and sweaty from that experience, and she knew that she would have to take a shower now. K.O. still lay on the bed, panting and processing what on earth had just happened. Carol couldn't help but smile, and then moaned a little as she felt his white liquid begin to drip out of her pussy, and she left to get herself washed up. This was only the beginning of what other sexy fun was in store for her that day.


	2. Stress Relief

**Summary for the Chapter:**

> When Enid has a rather tough day at work, Carol offers to help her ease some stress.

**Notes for the Chapter:**

> My first attempt at writing yuri, so it ain't the best.

After that rather...interesting morning, Carol and K.O. had arrived at the plaza.

"Bye Mommy, I'll see you later." K.O. said as he stepped out of the car.

"Wait, K.O.!" Carol shouted, stopping him before he could run off. "Give Mommy a hug before you go!" She stepped out of the car and gave her son a hug, shoving his face right between her boobs in the process.

 _'So hot...'_  K.O. thought as he began to feel his pants tighten, and then he ran off trying to figure out some way to get rid of his boner before his shift.

* * *

Enid was having a very rough day. She had a lot more work than usual today due to Rad not being able to come to work due to him apparently having a "very urgent emergency" (which she thought was just a lame excuse to get himself out of work), so it was just her and K.O. working today.

After about two excruciating hours, it was time for break. Although Enid wanted to spend it in the back room, she couldn't because K.O. was in there doing...certain things. Seriously, couldn't he find some other place to get off than in a room where he could be heard if he wasn't quiet enough? Enid knew that K.O. was at that age where his hormones were all out of whack, as she had been there not too long ago, but she seriously wished that the bodega had a private room where he could get off all he wanted without having to worry about being heard. So instead, she decided to just head outside for her break.

Carol had just closed up her dojo for the day when she noticed Enid walking out of the bodega. It looked to her as if she was a bit stressed out and needed some way to blow off some steam. Perhaps she could help.

"Heya, Enid." Carol greeted as she walked up to Enid.

"Oh hey, what's up?"

"Well, I've noticed that you've been lookin' a bit stressed out."

"Yeah, today's been a bit crazier than usual."

"Hmm, I see. You look like you could use a bit of...stress relief. Come with me." Carol headed towards the dojo, and she gestured for Enid to follow her. She was a bit unsure, but decided to go with her. If Carol could help her let off some stress, then she wasn't going to complain. When the two of them walked inside the dojo, Carol told Enid to sit down on a bench, and she did.

"So, what exactly are you going to do?"

"Oh, you'll see~." Carol answered with a hint of lust in her voice as she shut the blinds on the front windows, and once they were shut, she turned around and began to unzip her bodysuit.

Enid was slightly confused as to why she was taking her clothes off. "Uhh...Ms. K.O.'s Mom, what are you doing?" she asked, only to be silenced when Carol went over to her and put a finger to her lips.

"You don't need to say any more. And please, call me Carol from now on, okay?"

"Y-Yes, Ms. K.O.'s-I-I mean Carol."

"There ya go." Carol smiled as she completely unzipped her bodysuit and let it drop to the floor, leaving her in only a light blue bra and panties, and then she went over and sat down on Enid's lap, staring right into the young ninja's eyes with a seductive look. Enid looked down and blushed a deep red as she could get a full view of Carol's rather busty cleavage. Her perky tits looked so round and soft, like they were made to be fondled. "Don't be shy. You can touch my tits as much as you'd like~."

Enid's heart was pounding, and her arms seemed to be moving by themselves as they went up and her hands slipped under Carol's bra and began to gently squeeze her breasts. The sexy mother hummed and moaned at the feeling of those soft hands caressing her equally soft mounds, and she reached behind herself and undid her bra and tossed it aside, completely exposing her chest.

Enid stopped her fondling and her blush deepened upon seeing Carol's glorious tits in full. Like a pair of ripe melons, they were perfectly large and round, and her dark brown nipples were erect from the previous stimulation.

"You like them, Enid?" Carol asked with a lustful gaze in her eyes. "Go ahead, lick on them, suck on them, play with them. I know you want to~."

Without taking her eyes off those glorious tits, Enid's hands moved back up and grabbed back onto them, continuing to squeeze them and soon moved her head down and began to lick and suck on her nipples.

"Oh yeah, that's it..." Carol moaned as she was greatly enjoying the feeling of her breasts being fondled. As she shut her eyes in pleasure, she moved a hand down 's body and soon found her way into her shorts, reaching her lower lips and beginning to rub them.

Enid gasped as Carol began to rub her snatch. She was already a bit wet from playing with her tits, and was only getting more and more aroused as a finger circled around her clit.

Carol smiled as she heard Enid's moans, and then she moved her other hand down to her crotch and began rubbing her own aroused slit, letting a gasping moan escape her mouth as she pushed her fingers into the other young woman's vagina, causing her to let out a gasping moan as well.

The two women continued pleasuring each other, their moans echoing through the building, but thankfully no one could hear them. Carol kept rubbing both of their snatches until they reached their orgasms, and both of her hands became soaked with their juices. About a minute later, they took a moment to come down.

"There, did that help?" Carol asked.

"Y-Yeah...I feel much better now." Enid answered.

"Good." Carol smiled, and then she got up and went to retrieve her clothes. "Well, you go on and get back to your job now."

Enid nodded and then headed out of the dojo. As Carol watched her leave, she smiled to herself. It looked like her work here was done.


	3. More Fun at the Beach

**Summary for the Chapter:**

> Carol and K.O. have some more fun together at home and at the beach.

"Okay K.O., we're home." Carol announced as they pulled into the driveway. The entire ride home, K.O. couldn't stop staring at his mom's sexy body while she was driving, watching as her boobs bounced with every speed bump and trying to pinch and smack her butt several times, only for her to slap his hand away and tell him to save it for when they get home.

And now they were home. As they got out of the car, he had such a strong boner that he thought it was going to tear right out of his pants.

Just as Carol was about to open the door, a pair of hands suddenly grabbed her butt, making her let out a yelp before she quickly covered her mouth. She turned her head to see her incredibly horny son standing right behind her and moving his hands all over her body, mostly around her chest and lower area. "K-K.O., s-st-aaahh!" she gasped.

"Sorry Mommy, I just can't take it any longer! I need to fuck you right now!"

"W-Well, could ya at least wait 'til we walked through the door before you start jumpin' on me?" Carol asked, and K.O.'s response was to give her butt a sharp smack, making her gasp as her body pushed the door open and she fell to the floor. Before she could get up, she felt her pants being lowered and a hand make its way to her crotch and begin to rub her slit. "K-K.O., you naughty boy..." she muttered under her breath.

"Oh Mommy, your body's so sexy! I wanna play with you all night!"

Carol tried her hardest to keep herself from moaning out loud, as the door was wide open and someone else could hear, but the way K.O. was rubbing her dampening slit was making her want more. "A-Ah, m-more, Peanut...p-pleeeease..." she whined, quickly biting her lip to quiet herself, and then a loud gasp slipped out of her mouth when she felt something wet and fleshy brush against her snatch, and she turned her head to see that the door was now shut and K.O. was laying behind her, his hands firmly grabbing onto her butt as he continued licking at her vag, and now Carol couldn't hold back anymore and began to moan out loud. He was pleased that he was making his mother moan as he squeezed her rump and pushed his tongue even deeper into her vagina, and she had to bite her lip so hard she nearly drew blood and dig her fingers into the floor to stop herself from screaming out in intense pleasure. This continued for several minutes until Carol felt an orgasm fast approaching. "Haaah...K-K.O., I...I'm..." was all she could get out before she let out a loud moan as the wave of ecstasy hit her, and K.O. pressed his lips against her cooch as she began to release her juices, some of it dripping down his chin and onto the floor. When she finished, he pulled away, licking his lips of her juices with her pussy glistening with saliva and sexual fluids.

Carol panted as she came down from that powerful orgasm, and she felt K.O.'s body on top of hers as he mounted her from behind, his painfully hard and throbbing erection positioned right at her entrance. He then wrapped his arms around her waist and pushed right in, gasping as he felt the amazing sensation of that sweet pussy he had been wanting to fuck so badly.

* * *

 

Sometime later, K.O. was sitting on the couch, his head thrown back and moaning as Carol was on her knees in front of him, looking up at him with half-lidded eyes as she gave him a nice blowjob. Damn, was she such an incredible dick sucker. "Oh, yeah...Oh, Mommy..." he moaned.

Once his dick began to throb, Carol pulled away and continued to pleasure him by jerking him off. "Mmm K.O., wanna shoot your load all over Mommy's beautiful face?" she asked seductively, and he groaned in response as he began to spurt his spunk all over her face and chest.

As K.O. came down, he opened his eyes and was met with quite a sight. Seeing Carol's face covered in his jizz would never not be arousing as he was already getting hard again.

"You love seeing me like this, K.O.? You love seeing my face coated in your creamy cum?" With her face still stained with sperm, Carol sat on her son's lap and asked with a seductive look in her eyes, "Wanna sleep with me in my bed tonight, kiddo?"

"Can we still have some more fun together?"

Carol smiled. "Of course, Peanut."

And so, about an hour and fifteen orgasms later (with most of them being from Carol), the two of them lay there naked under the covers. They had to have such amazing stamina if they were able to go through multiple rounds of sex without stopping.

"Wow Mommy, your body feels so nice." K.O. sighed, loving the feeling of his mom's warm, naked body against his.

"All of that felt really nice..." Carol moaned slightly from having both of her holes filled up, and she turned to her son and kissed his forehead. "Goodnight, Peanut." she whispered, wrapping her arms around his head so that his face was right in her chest.

"Goodnight, Mom." K.O. replied as they drifted off to a deep slumber.

* * *

The next morning, Carol awoke with a small moan. She opened her eyes to see K.O. lying right next to her with his head on her chest, moaning lowly as he sucked her nipple and rubbed his morning wood against her legs.

"Mmmm...someone's pretty hungry today." Carol murmured, and she held her son's head to let him keep suckling her tit as she opened up her legs and allowed his cock to be sandwiched between her thick thighs. He moaned a bit louder at the feeling of his first ever thighjob, and he continued to unconsciously thrust his cock against those large, meaty thighs until he came, and as he came down, he began to stir awake as Carol greeted him with a smile. "Rise and shine, Peanut. I can tell you still need some waking up, so how's a little breakfast in bed?" She then turned her body around so that her crotch was facing him. "Here you go, eat up~."

* * *

After that little romp in bed, the two of them got up for the day. It was the weekend, and Carol had something in mind on what they could do today.

"Hey K.O., whaddaya say we head on down to the beach today?"

"Really?"

"Sure, why not? It looks like a perfect day to have some fun in the sun. Go and get your swimsuit on while I get everything ready."

K.O. nodded and then ran off to get his swim trunks on while Carol went in the bathroom to get her swimsuit on. Usually she would wear a pale purple one-piece swimsuit, but this time she decided to wear a rather skimpy two-piece bikini. A bikini that showed off her busty cleavage and rode up her butt. Once she got dressed, she looked at herself in the mirror and giggled as she turned her back to it and wiggled her tush. "Lookin' good, Carol. So sexy~." She then blew a kiss to the mirror and called out, "Oh K.O., you wanna see my new swimsuit?" Before K.O. could answer, Carol stepped out of the bathroom and his eyes went wide as he saw her in a bikini that pretty much only covered her nipples and vulva. "How do I look?" she asked as she struck a sexy pose.

"Like a goddess." K.O. answered as he marveled at how sexy his mom was in a bikini.

Carol giggled as she saw the dumbstruck expression on her son's face. "K.O., you're drooling~." she teased, and K.O. wiped his mouth and saw that he was in fact drooling. "Well, what are we waiting for? Let's get going!"

* * *

And so the two of them were off to the beach, but this time they went to a private area where it would just be the two of them and they could have their own fun with each other. Carol found a good spot and set up the towels and umbrella while K.O. ran over to the shore, but before he could get his feet in the water, she called out to him, "K.O., did you remember to put on sunscreen?"

"Yeah, Mom." K.O. quickly answered, just wanting to get in the water.

"It doesn't sound like you did. Come over here and let me put some on you." Carol said, and he groaned. "Come on, Peanut. It'll just take a minute. I don't want you to burn up in the sun."

K.O. mumbled to himself as he walked over to their spot and sat down on the towel. Carol took out the bottle of sunscreen and squeezed some onto her hand and applied it on his arms, back, legs, chest, and face.

"See? I told ya it wouldn't take long." Carol said as she finished, but then stopped K.O. before he could run off again. "But before you go, I need you to help me with something." She gave him the bottle of sunscreen and then lay down on her stomach on the towel, showing her back to him. "Would you be a dear and put some sunscreen on my back for me?"

"Of course, Mom." K.O. said as he got behind her and climbed on top of her, thinking all kinds of dirty thoughts as he thought about what "fun things" he could do with her.

"Wait, hold on a sec." Carol moved her hands up and undid the strap of the top piece of her swimsuit, leaving her back completely bare. "There. Now you can get to puttin' that sunscreen on me."

K.O. squeezed some sunscreen onto his hand and rubbed them together to spread it out. He then moved his hands down and began to apply it on Carol's back, starting with her lower area. He gave slow and gentle strokes as he spread the white cream, and then slowly moved up, dragging a finger along her spine. She hummed as she felt his soft hands rubbing against her back with the rather cool sunscreen. "Does that feel good, Mommy?"

"Yes, very..." Carol answered with a sigh. She then gasped when she suddenly felt K.O. move his hands up and rub her shoulders, shutting her eyes and eventually letting out a small moan. Although he was supposed to just be putting sunscreen on her, it felt like he was giving her a very relaxing massage. Carol's eyes snapped open and she gasped again when she felt K.O.'s hands move down and grab her breasts. "K.O., you naughty boy!"

"Sorry, Mommy. I can't help it when I'm putting sunscreen on my sexy mom~." K.O. teased. He was having a pretty strong boner from rubbing Carol's back, and he lowered his swim trunks as a wicked idea came to his mind. He then moved his hands down to the bottom piece of her bikini and lowered it, exposing her bare rump.

Carol felt K.O. lowering her swimsuit and asked, "K.O., what do you think you're-" She gasped when she felt something hard against her butt, and she turned her head to see him with his dick in between her butt cheeks, grabbing onto her plush rump as he pushed back and fourth.

"Oh Cob, your ass feels so good!" K.O. moaned as he continued to thrust in her crack, occasionally giving her a rather hard spank, making her yelp every time.

"Ah...K-K.O., you stop that!" Carol shouted, trying to hold back a moan.

"But don't you love it?" K.O. asked as he began to grind himself even faster on her butt. Carol responded by letting out that moan, telling him that the answer was yes. "Oh, it feels so good...I think I'm gonna cum any second." He gave a few more thrusts, and then he moaned out loud as he sprayed his seed all over Carol's back, his white liquid blending with the sunscreen. "Oh, that was so good." He pulled his swim trunks back up as he got up and then ran over to the water, laughing as he did.

"K.O., you're gonna pay for that!" Carol yelled, but she wasn't actually angry at him. She actually found that hot-dogging to be very erotic, but nonetheless, she was still going to get him for it. Carol quickly got up and put her swimsuit back on before running into the water after K.O. She looked around but couldn't see her son anywhere. "Where are you, K.O.? You can't hide forever, ya know!"

Just then, Carol felt a pair of hands grab her bikini bottom and pull them off, making her yelp and blush deeply. "Ha! Got your bikini!" K.O. laughed as he began to swim away.

"Come back here, K.O.!" Carol shouted as she quickly swam after him. K.O. swam away from her with the swimsuit bottom in his hands, and she could even see him sniffing it. What a little pervert! They then got to deeper water, and she lowered her body underwater and slowly towards him like a shark, and when he thought she wasn't around, she shot up and grabbed him from behind. "Ha! I gotcha now!" Carol shouted as she pulled down K.O.'s swim trunks in retaliation and began stroking his dick. He squealed and desperately tried to break free, but she had a strong hold on him. "You're not getting away from me this time!"

"A-Ah, n-no! S-Stop, Mommy! Y-You're gonna make me-" K.O. warned, but it was too late and he squealed again as he came right in the water, creating several thick white strings.

* * *

After having some more "fun" in the water, Carol and K.O. sat down on their towel to relax for a bit.

"Mommy, I'm getting kinda hungry."

"There should be a snack bar over by the main entrance." Carol replied as she gave him some technos. "Go get yourself a little something."

"Do you want anything, Mommy?"

"Nah, I'm good."

"Are you sure?"

"Yes, K.O. Just go get some food for yourself."

"Okay." K.O. nodded, and then he ran off to go get himself something to eat.

Now that she was all alone, Carol walked over to the shore and sat down with the water up to her waist. She sighed as she stared up at the sky. It was around noontime, and the warm rays from the sun and the cool water was really relaxing.

Carol was about to stand back up when she suddenly felt something wrap around her lower leg. Thinking that it must be a piece of seaweed or something, she tried to brush it off, but whatever it was, it had a rather strong grip. She used both her hands and yanked it off her, but then seconds later it came back and grabbed back onto her leg, reaching all the way up to her thigh. Before Carol could pull it off again, a long and slender vine-like tentacle rose up from under the water behind her and wrapped itself around her waist. Then two more came up and constricted around her arms and under the water, another grabbed onto her other leg and spread them wide. She had no idea what was going on and tried to break free, but the strange appendages' grip was too strong even for her.

As Carol struggled to free herself from the tentacles, another one rose up from the water and landed right on her stomach. She gasped and squirmed as its cold and slimy body wiggled all over her, but then she caught a whiff of a strange scent. Whatever it was, it was making her feel really relaxed and hot on the inside, especially in her nether regions. Carol moaned as her body went limp in the tentacles' grasp, a relaxed smile spreading across her face and her eyes going hazy, and the one on her body snaked its way down her belly, making her giggle, and then it slithered under her swimsuit and into her vagina. She gasped and let out a long, loud moan as it began to push in and out.

Carol's mind was getting completely clouded and all that she wanted right now was for the tentacles to give her pleasure unlike any other, and they were doing just that. As she threw her head back in pleasure, another one rose up and slithered into her open mouth, reaching all the way down to her throat and began pushing in and out as well. Carol became nothing but a moaning mess as two of the tentacles pushed in and out of her orifices while the others moved all around her body. After a few minutes, she felt the tentacle in her pussy push itself all the way in and release a cold and sticky substance inside her, making her moan out loud as an orgasm ripped through her.

As Carol came down, the tentacles lay her down on the sand and then disappeared into the water, leaving her a sticky, sweaty mess. She lay there panting and moaning as she felt the sticky liquid drip out of her.

"Hey, Mom!" K.O. had come back when he saw his mother lying on the sand and he quickly ran over to her. "Mom, are you okay? What happened?"

Carol responded with a small moan as an euphoric smile spread on her face. She was still a bit horny after her encounter with the tentacles, and thought all sorts of dirty thoughts as she saw her son hovering above her. "Oh K.O., come 'ere for a sec..." She moved her hands up and pulled K.O.'s body on her and gave him a deep, passionate kiss.


	4. Striptease

**Notes for the Chapter:**

> Yay, more incest. I swear this story is going to be much more than just Knock-Out #2. Call me a sick fuck if you want, but for some reason my dirty brain thinks it's easier to just write lemons with Carol and K.O., and that's probably because I love their relationship...a lot (okay, maybe way too much). I swear this will be the last of the incest chapters (at least for a while), and I will get to writing chapters with other pairings soon.

K.O. quietly tiptoed into Carol's room, making sure to be as quiet as possible as he didn't want to get caught with what he was thinking on doing. He went over to her dresser and dug through it until he found a pair of dirty panties. After looking around to make sure no one was watching, he brought the undergarments up to his nose and began to inhale, taking in the scent of his mother's essence. The musk immediately turned him on as he continued to sniff those panties like a drug addict snorting cocaine.

"K.O., what are you doing?" K.O. yelped in surprise upon hearing that voice, and he quickly turned to see Carol behind him with an eyebrow raised. "You weren't sniffing my panties like the naughty boy that you are, were you?" she asked suspiciously.

"N-No, Mommy!" K.O. quickly answered, although Carol could tell that he was lying.

"Then what  _were_  you doing with them?"

"I...I, uh..." K.O. looked up at his mother who was waiting for him to answer, and then he knew that he had to fess up. "Okay, okay, yes! I-I was sniffing your panties!"

Carol clicked her tongue and shook her head. "Naughty, naughty K.O. When will you learn to not be so naughty?" she asked as she pulled out a remote and pressed a button on it.

"Wh-What?" Before K.O. could react, a metal board suddenly popped up from underneath him and he was cuffed to it. "Wh-What are you doing, Mommy?!" he asked, getting a bit scared at what she was going to do. "Y-You're not gonna hurt me, are you?"

Carol laughed. "Of course not, K.O. You know that I would never do anything like that."

"Wh-What are you gonna do then?"

"Oh, you'll see~." was Carol's answer as she walked up to him and put a blindfold on him. "Just be patient and I'll take this blindfold off when I'm ready, okay?"

"O-Okay." K.O. nodded as he still thought about what Carol was going to do. He could hear the sound of her changing clothes and her giggling. Moments later, she took the blindfold off and he saw that she was wearing the same black lingerie and had a hand on her hip in a rather suggestive way.

"Like what you're seeing, K.O.?" Carol asked as she got on top of K.O. and stared right into his eyes with a seductive look on her face. "You love my body, don't you, K.O.?" she asked as she stroked his toned chest. "You just want to worship my body, don't you, K.O.? My tits, my ass, my pussy, you want all of it, don't you, K.O.?"

Before K.O. could answer, Carol reached down for his pants and pulled them down, freeing his cock. She grinned teasingly at him as she began to grind her butt against his hard-on.

"You love everything that I give you, K.O. All the blowjobs, titjobs, and buttjobs I give you, you love all of it. I know you do~."

K.O. groaned as Carol continued to tease him. "M-Mommy, I...I wanna see your ass. S-Show me your ass." he begged.

"Ah ah ah, K.O. Not unless you say the magic word~." Carol teased.

"P-Please, Mommy! P-Please show me your beautiful ass!"

"Aw, how could I say no to that adorable face?" Carol turned her body around so that K.O. could get a good view of her sexy booty as she continued to grind herself on his cock. She knew that hot-dogging was the most erotic thing he could ever imagine, and sure enough, he was cumming in no time, shooting his sperm all along her back and butt. Carol turned back to her son and frowned. "You know K.O., it's not really that fun when you cum so quickly. Let me fix that."

She then got up and walked over to her closet, leaving K.O. to wonder what she was going to do now. Moments later, she came back with a small metal ring. "Wh-What's that, Mommy?" he asked.

"Oh, just a little something that'll make you last longer. Now hold still." Carol knelt down in front of K.O. and carefully placed the ring on the base of his penis, making him gasp at the tight sensation. "There we go. Now we can get back to having fun~. Where shall we continue?" She thought for a moment, and then grinned. "How about this?" She lowered the top of her lingerie and proceeded to give her son a titjob, looking up at him as she moved up and down his shaft, occasionally giving the tip a very teasing lick.

K.O. groaned as Carol continued to titfuck him, and the tight feeling in his crotch was making him even more desperate for release. In a way, it was pretty erotic to have a cock ring on him, but at the same time it felt torturous as he wouldn't be able to cum when he wanted to.

Once Carol had enough fun using her tits to tease her son, she got on top of him and rubbed the tip of his cock against her puffy lower lips, causing him to gasp and moan before she lowered herself onto him. She then grabbed onto his shoulders and began to ride her son like the stud that he was.

K.O. grunted as he felt like he was going to blow, but thanks to the cock ring, he was unable to let it out. "M-Mommy, I-I need to cum..."

"Not yet, K.O. I'm not done playing with you~." Carol teased, and then she moved herself up and took his cock out of her, making him whine in desperation. However, he would quickly get what he wanted as she turned around and began to insert his cock into her other hole. The insides of her anus was so hot and tight that he would've came instantly if it wasn't for the restraint on his groin.

Carol moaned loudly as she felt the walls of her back entrance get stretched wide. It hurt a little bit, but she had felt much worse and wouldn't let that stop her as she pressed on. Once she had gotten K.O.'s shaft inside her ass, she began to move herself up and down while looking back at him and grinning. "You love my ass so much, don't you, K.O.? Would you like to tell me how much you love it?"

K.O. groaned and then shouted, "Y-Yes, Mommy! I-I love your ass so much! It's so big and sexy and hot! I-If I could use my hands I would be spanking it so much and so hard right now!"

"Here, I can do that for ya." Carol replied as she moved a hand behind her and gave herself a hard spank on her rump, causing him to become mesmerized as he watched those plush cheeks jiggle.

K.O. couldn't take any more of this teasing and was so desperate for release that it was starting to hurt. "Mommy, c-can I please cum now? I-I don't think I can hold it any longer..." he groaned, looking like he was ready to burst.

Carol got off him and finally took the cock ring off. "There you go, kiddo. Now shower me with your creamy love~."

And shower her he did. He let out his loudest moan as the orgasm that he was forced to hold back finally came out, shooting thick string after thick string all over her. Once he came down, he opened his eyes and they instantly widened upon seeing his mother completely covered in his cum. It was quite possibly the most erotic thing he had ever seen as his cock was once again hard, despite the intense orgasm he just had.

Carol noticed this and asked, "Oh K.O., you just came all over Mommy and you're still hard? Looks like you're up for round two."

"Can...Can we do it without the ring this time?" K.O. asked.

"Of course, Peanut." Carol answered, and then she squished her cum-stained tits on his cock and began to pleasure him again.


	5. Rough Night Out

Carol had decided to have a night out by herself, leaving K.O. home alone. He had practically begged her to let him stay home by himself and not with a babysitter, and though a bit reluctant at first, she eventually let him as he was old enough to take care of himself. Besides, she wouldn't be gone for very long, now would she?

Well, that's what Carol thought, but that was before she would be sitting in a bar with a man that she had met while she was strolling around. He had introduced himself as a fighter by the name of Terry Bogard, and he had offered her to sit down and have a drink that was on him. Although Carol wasn't really one to drink alcohol, how could she refuse such a gentleman? And besides, a drink or two wouldn't hurt, would it?

The two of them sat at the bar while the bartender poured some beer into two mugs for them. "Is there anything else I can get you?" he asked.

"Nah, we're good, thank you." Terry answered as he paid for the drinks and gave one to Carol. "Here you go, my lady."

"Oh, well, thank you." she replied as she accepted the drink.

"Damn, how lucky am I to meet such a fine lady like you this evening?"

"Pretty lucky, I guess." Carol shrugged.

"Nah, it's gotta be more than that. It's not every day that I come across a very attractive woman like you."

Carol giggled and blushed. "Oh, I'm not that decent."

"What are you talking about? You're the most beautiful woman I've ever laid eyes on."

The two continued to talk and drink and before Carol knew it, she had already finished her beer. She put the empty glass down on the table and ended up letting out a rather loud burp, causing her to cover her mouth and blush deeply.

"Whoops, e-excuse me. Don't usually drink this kind of stuff."

Terry chuckled and asked, "So, you up for another drink?"

"Eh, why not?" Carol shrugged, and he went and got more drinks for them. Not even halfway into her second drink however, she began to feel a bit dizzy in the head. "Is it...Is it getting hot in here or something?" she asked as she fanned herself with her hand.

"Yeah, I can't tell if it's because of the heater or because of you."

Carol began to giggle hysterically. "You're funny, Terry." she purred, slurring her words before belching loudly again. She was definitely getting drunk, and she suddenly got a strong desire burning inside her. "Ah, I'm feeling so hot...feel like I wanna...fuck..." Carol slurred as she moved over to Terry and leaned her head against his chest with only one thing on her mind. "Need you to..." She was interrupted by a hiccup. "...please me..."

Just then, the bartender came over. "Hey, if you two are going to get naughty, then there's a private room in the back."

Terry nodded, and Carol giggled as he picked her up and carried her bridal style to the private room where they could have all the naughty fun that they want. He lay her down on the table and hovered over her with a grin on his face. "So, what were you saying?"

"Just shut up and kiss me, babe~." Carol murmured with a lustful gaze in her eyes.

"Heh, with pleasure." Terry grinned, and then he leaned in and firmly pressed his lips against hers. Seconds later, they began to make out as they wrapped their arms around each other and continued to kiss each other passionately, with their moans echoing through the room. Some time later, Terry then pulled away, making Carol whine in need, only for her to begin giggling uncontrollably as he moved down to kiss her neck.

"Mmm, yeah...You really know how to..." Carol trailed off as her mind became lost in her drunkenness, and whatever she was trying to say came out as a burp as he began licking and sucking on the love bites that he left behind. She continued to giggle at the stimulation of her neck, and then moaned lowly as she felt a hand run along her stomach as he had unzipped her bodysuit and spread it open, exposing her body.

"Damn, you've got such a nice body." Terry commented as he stroked Carol's belly again, causing her to giggle at the sensation.

"You wanna see my babies?" Carol asked as she reached behind herself to undo her bra, and then she took it off and tossed it aside, revealing her chest.

"They're so nice." Terry said as he cupped one of her breasts, making her moan lowly. Carol then sat up and wrapped her arms around him as she pulled her body closer and began to hungrily kiss him. She moved down and continued to plant rather sloppy kisses all over Terry's body until she reached his pants, a noticeable bulge forming in them. She grabbed the rim and practically tore them off, freeing his ten-inch monster of a cock.

"Mmm...gimme some of your delicious cock~." Carol murmured as she licked her lips and went down on his shaft, making rather loud slurping noises as she bobbed her head up and down.

Terry groaned as he moved a hand down to Carol's head and grabbed onto her hair. Damn, was she so good at giving head. He never had a blowjob that felt this good, and he wanted more as he pushed her head down even more on his shaft.

After a few minutes, Carol pulled away as all she wanted right now to get fucked stupid by this huge cock. "So big...I need this cock in me now..." she murmured as she climbed back up onto Terry and lowered herself onto him, letting out a loud moan as she impaled herself on the thick rod, and she tightly held onto his shoulders as she began to grind her hips on his shaft.

Terry moved his arms up and grabbed onto Carol's hips as she continued to ride him. He chuckled to himself as he saw the look on her face that screamed that she was being fucked silly as her eyes were half-lidded and drool was trickling out of her gaping mouth.

"Ah yes...Ah fuck..." Carol moaned as she threw her head back in intense pleasure. She had never had a cock this big inside her before, and she wanted more as she began to slam herself down on Terry even faster. She was in so much euphoria that it didn't take long for her to reach her orgasm, letting out a lustful purr as she released her juices. Everything was a blur after that, and the last thing that Carol felt before she completely blacked out was the feeling of hot seed spraying all over her walls.

* * *

Carol awoke with a groan as she felt her head spinning. She slowly opened her eyes to see that she was partially naked and lying on top of someone. She could also taste something funny in her mouth. It tasted like...alcohol.

Then she finally pieced it together. She must have gotten drunk from all that alcohol and ended up having sex with some guy she barely knew.

Just as Carol was about to get up, Terry woke up and from the looks of it, he could barely remember what happened either. They both put their clothes back on and headed out of the bar. Carol was feeling a bit lightheaded to drive herself home, so Terry offered to drive her, which she accepted. On the way home, she remembered why she didn't drink, because the headache that she got from this hangover was practically unbearable.


	6. Carol vs. the Plant

Out of all the things she's dealt with before, Carol never thought she would become the captive of a giant sex-hungry plant. It's a pretty lengthy explanation as to how she ended up in this situation, but basically, to make a long story short, she was on her way to retrieve something that she had lost in the forest when she came across a strange and tall plant with a strange looking flower. She had to admit, it did look pretty intriguing, and soon curiosity got the best of her as she had somehow gotten the desire to touch the flower, which caused several vines to grow from it and grab her before she could try to escape.

Now here she was being held in the grasp of the vines, her arms bound behind her back, legs spread wide, and the clothing between her legs all but torn off. She had tried her hardest to fight against the vines, but it soon became clear to her that this feral plant wasn't going to let her go until it had satisfied its needs, which was to get pleasure from her. She had already experienced getting fucked by tentacles, so she figured that this plant wouldn't be any different.

Carol looked down as a small and thin vine from below moved over to her lower area and the bulbous tip ran along her slit, leaving behind a strange golden yellow substance on the folds. She could feel her body start to heat up and moaned lowly as the aphrodisiac began to take effect, causing her lower lips to start swelling and become dripping wet with arousal. Then two small tendrils came and spread open her pussy lips to allow a much bigger vine access to the inside of her vagina, which it slid right in.

Carol gasped and moaned as the vine began to push in and out. At first it was simply thrusting, but then it twisted itself and started to spin like a drill, making her cry out in both pain and pleasure. Just as it did that, two small vines got behind her and went into her back entrance, making her hiss in slight pain, but it was quickly replaced with pleasure as they secreted a slick substance in order to make a sufficient lubricant as they went deeper into her ass.

Carol began to moan again as she started to get fucked by the vines, and the one in her vagina stopped drilling her and went back to regular thrusting. Before she knew it, she felt it hit a certain spot, causing her to cry out in ecstasy as she had a pretty powerful orgasm, and then she felt the vines release a sticky substance into both of her holes, making her moan even louder and enhancing her already intense orgasm as her stomach began to expand slightly from the large load.

Carol panted as she came down and the vines loosened their grip on her, but they weren't done yet. Far from it. They moved her down so that she was now on all fours, with small vines holding down her arms and legs. Carol then lifted her head to see a rather thick vine hanging right in front of her face, and before she could react, it slid right into her mouth and went down her throat. She let out a muffled scream as she struggled to break away, but then she began to taste something that the vine was secreting. It was so sweet, like honey, and she moaned as her body relaxed and the vine began to thrust in her mouth. Then two more thick vines came and pushed into her ass and pussy.

Carol began to feel pleasure again as the vines pushed in and out of all three of her holes, the pleasure almost being too much for her. As such, it didn't take very long for her to reach another orgasm, moaning as she gushed her juices, as well as the vines releasing their sticky substance into her two holes, causing it to overflow and spill out onto the grass due to how much was already in her. The one in her mouth then released, shooting the yellow liquid down her throat and causing her belly to expand even more at how much was going into her stomach.

Once the vines released all that they could, they finally let go of Carol and disappeared, leaving her lying on the ground panting and moaning as the sticky liquid continued to leak out of her holes. She managed to sit up with her back against a tree and moaned as she looked down at her swollen belly, which was filled so much to the brim that she thought it was going to burst. Her eyes went wide as she felt her stomach rumble and quickly put her hands over her mouth as she burped up some of the yellow stuff, leaving an extremely bitter taste.

Carol slowly got up onto her feet, using the tree for support as she struggled to stand up straight. She moaned as more of the sticky substance dripped down her legs, and with them trembling, she began to walk back home, stopping every few steps as she continued to belch up whatever the hell that yellow stuff was. She would have one hell of a story to tell.


	7. Putting on a Show

"And...there we go." Carol said as she adjusted the camera on the wall, making sure that it was to stay secure for her performance. Once she was ready, she pressed record and walked over to her bed, sitting on it in a rather suggestive position as she smiled sexily.

"Hey there, all you sexy guys and gals~." she greeted to the camera. "I though I'd put on a little show for you all, and what better way to start than with a striptease?" Carol then stood up and began to strip, beginning with her shirt. She faced the camera and leaned towards it so that her audience could get a full front view of her cleavage as she slowly lifted up her shirt, allowing her breasts to bounce out into the open.

Then she turned around and began to shimmy out of her pants, humming as she wiggled her tushie in front of the camera and lowered her sweatpants and then her panties, rather slowly so that she could give the audience a little tease.

Now that she was completely naked, Carol turned back to the camera, making sure that she was at a good distance so that her entire body could be displayed. "You all like what you're seein'?" she asked as she struck a sexy pose and then winked before giggling cutely. "Well, I've got a whole lot to show you all tonight."

Carol then sat down on her bed, spreading her legs to show off her aroused and puffy slit. She moved a hand down and began to gently rub her snatch with two fingers while also using her thumb to tease her clit, and the camera captured the squishy sound of her juices leaking out onto her fingers. Grinning to the camera, she then used her two fingers to spread open her pussy lips, revealing the inside of her love tunnel.

"Mmm...you like what you're seein', boys?" Carol asked with a seductive look in her eyes, and then she lay down on her back and lifted up her legs so that both of her holes could be seen as she inserted three fingers into her vagina, moaning as she began to pump them in and out. While she was doing that, she brought her other hand up to her face and stuck two fingers into her mouth, licking and sucking on them to lube them up. Once she felt that her fingers were lubricated enough, she moved her hand down to her puckered asshole and slowly inserted them in, causing her to gasp at the feeling of her ass being penetrated.

"Oh, yeah...you just wanna fuck this bitch right now, don't ya?" Carol asked in a sultry tone as she continued to finger both of her holes for all to see. Her moans and the squishing sounds of her vagina were all that could be heard, and soon she gasped as she came, squirting her juices onto her hand.

Once Carol came down, she sat back up and took her fingers out of her holes. The fingers on her right hand were soaked with her pussy juices, so she brought them up to her face and began to erotically lick them clean. She moaned at the sweet taste of herself and left behind a bunch of saliva as she licked up her cum.

"Oh, that was so good..." Carol sighed once she finished. "But I'm not done yet, oh no. I've got so much more for you all~." She then opened her drawer and took out an eight-inch purple dildo, holding it up to the camera. "I'm gonna be playing with this bad boy right here."

Carol then lay down on her side while still facing the camera and lifted up a leg. Then she moved the arm that was holding the dildo down to her snatch and winked as she inserted the sex toy into her, and as soon as it went in, she pressed a button on the base and it began vibrating. She moaned as she began to push it in and out, and she made a pleasured face as her tongue rolled out of her mouth in intense pleasure.

Carol continued to do this for a few minutes, but eventually her leg got tired and she decided to change position. Taking the dildo out of her, she lay down on her belly and turned her body around so that her rear end was now facing the camera. She looked back and gave a cute giggle as she wiggled her rump teasingly. "You like this sexy ass? You wanna see me fuck my own sexy ass?"

Carol then raised the dildo, which was lubricated with her juices, and began to push it into her tight asshole, making her moan loudly at the thick toy entering her anal channel. Once she got it in all the way up to the hilt, she pushed the button for it to start vibrating again.

Carol grabbed onto the base of the dildo and began to push it in and out of her ass. While she was doing that, she moved her other arm down to her lower area and began to finger her snatch once again, making her throw her head back in ecstasy.

"Ah yes...so hot..." Carol moaned as she fucked both of her holes, occasionally taking her fingers out of her snatch to give herself a hard spank before going back to fingering herself. "Ah yeah...I'm such a fucking slut!" This went on for several minutes until she reached her peak, pushing the dildo all the way into her ass and letting out her loudest moan.

About a minute later, Carol fell on her bed panting as she turned off the dildo and slowly pulled it out of her. Once she completely came down, she got up and went over to the camera and pressed the button to end the recording. She felt pretty satisfied with her video and she thought about who she could possibly send it to, but for now, she was going to keep it to herself as she put the camera on the nightstand and then went to bed.

* * *

The next morning when Carol woke up, she saw that her camera was gone. It didn't take a genius for her to know where it could have went, and sure enough, when she walked out of her room, she found K.O. sitting on the couch, furiously stroking himself as he watched her fucking her two holes with her fingers and dildo with his back turned to her.

 _"Ah yes...so hot..."_  Carol heard herself moan, and then K.O. began panting as he jacked off a bit faster, telling her that he was getting close. As soon as he heard her shout  _"I'm such a fucking slut!",_  he threw his head back and moaned loudly as he ejaculated all over the couch. Once he came down, he reached for the camera and played the video from the beginning for the nth time.

Carol was about to head over to K.O. to discipline him for being a naughty boy and getting off to her video, but decided not to. She just decided to leave him be and let him have his pleasure of watching her wank.


	8. Some Hot Double MILF Action

Carol stood patiently in her room, adjusting the camera on the wall, as she was waiting for a certain someone to arrive. Ever since she uploaded her porn video online, it had gotten quite a lot of hits, so she decided to do another one, but this time she wasn't going to be doing it alone. No, she was going to have another woman doing it with her.

That woman in particular was the hot vampire mom known as Wilhamena, who had agreed to do a video with her, and now Carol was waiting for her to come. Fortunately, she didn't have to wait much longer as the vampire arrived in her room through the window as a bat, and then transformed into her human form, wearing only a lacy black bra and panties. "Hey, Carol."

"Heya, Mena. Did you bring the stuff?"

"Sure did." Wilhamena answered as she held up a small bag.

"Perfect, because I've got a special show for everyone tonight. Just put the stuff on the bed and we'll get started quickly." Carol then took of her clothes, leaving her in only her bra and panties, and then adjusted the camera one more time to make sure it was secure. "Okay, ya ready?" she asked, and Wilhamena nodded. "Okay, starting in three...two...one." She pressed record on the camera and waved to it. "Hey there, all you sexy guys and gals~. It's Carol once again with another video, and this time I have a very special someone joining me today." She moved aside for the camera to show on the other woman, who waved to it. "This is Wilhamena. She's gonna be doing this video with me today. Now let's get down to it." Carol walked over to her bed and sat down next to the vampire. "So, how should we start?"

"How about with this?" Wihamena suggested as she grabbed Carol's head and brought their lips together. Surely a lesbian make-out between two hot MILFs would be a great way to start off the video, and that's exactly what they did as they slid their tongues into each other's mouths and pressed their chests together, grabbing onto the other's bra and pulling them off, allowing their boobs to be pressed together as they continued their make-out.

A few minutes later, they finally stopped and pulled away, a thick string of saliva connecting between their lips as they took a moment to catch their breath.

"Oh, that was so hot." Carol panted.

"Yeah, but this'll be even better." Wilhamena reached into the bag and pulled something out of it, which was a pink strap-on dildo with a vibrator for the wearer. "Let's try this bad boy out."

Carol was very turned on at the thought of getting penetrated by a strap-on. "Oh yes, please. I would love to have that thing in me."

"Okay then, let's do it." Wilhamena took off her panties and then put the harness of the strap-on on her. "So, what position should we do this in? Missionary? Doggy style? Cowgirl?"

"Hmm...how about missionary?" Carol suggested, and then she proceeded to take off her panties as well and then lay down on her back on the bed, spreading her legs to show her swollen, dripping wet cooch. Wilhamena then got on top of her and positioned herself so that their chests were pressed together once again and the dildo was poking at her snatch, and then she leaned over and pressed their lips together as she pushed the dildo into her, both of them moaning as they began to sloppily make out again. Carol moved her legs up and wrapped them around the vampire's waist, allowing the dildo to be pushed even deeper into her while Wilhamena moved a hand down to her crotch and pressed a button on the harness to turn on the vibrator, letting out even louder moans now that she was receiving pleasure in her snatch.

The two mothers continued to pleasure each other, the camera capturing all their moans, wet kisses, and buzzing of the vibrator until they hit their peaks. Once the two of them came down, they lay there on the bed for a moment panting.

"Oh yeah, that was awesome." Carol panted, and then she got up and went over to the camera to end the recording. "This is gonna be a good one."

And so the next day, the video was uploaded online for everyone to see, and needless to say, it ended up getting more hits than the last one. Maybe Carol could start doing these porn videos regularly.


	9. Two for One

It was a regular day at the plaza, and two teenagers were stopping their to get some supplies before heading off somewhere.

Just as they got out of their vehicle, the two saw a car pull up, and it parked not too far from where they were and out came a mother and her son.

"Have a good day at work, kiddo!" she exclaimed, and then proceeded to give her son a boob hug, and he grinned mischievously and groped her butt in return, making her yelp. "Okay okay, K.O.! I'll play with you later." she said as she pushed him away. The way that she said 'play' and the excited look on her teenage son's face told the teens that something was definitely going on with those two.

The second teen however, was paying no attention to the boy as he had his entire focus on the mother. He stared rather hungrily at her sleek, perfectly curved body, her busty chest, and when she turned her back to them and reached into her car, her shapely behind. He wolf-whistled and said, "Now that's what I call a MILF."

His friend noticed this and grinned. "Dude, I dare you to go over there and give her a little spank."

"Nah man, she'll beat my ass if I do."

"Oh, come on. You wanna smack that ass hard, don't you?"

"Well...okay, fine."

Carol was on her way to the dojo, humming a little tune to herself when she heard someone call to her.

"Um, excuse me, ma'am."

Carol stopped and noticed a teen standing in a nearby alley. "Yes? Can I help you with something?"

"As a matter of fact, you can. See, I happened to drop something of mine and it got stuck in that grate over there and I was looking for someone who could get it out of there. It's pretty far of a reach." he explained as he pointed to the grate at the end of the alley.

"Ah, don't worry. I can get it for ya." Carol said as she went over to the grate and then bent over, giving him a really good view of her plump, round, smackable rear. "Hmm...I don't really see anything."

"Uhh...it's in there somewhere. Just keep looking." he answered, not taking his eyes off that sweet, sweet booty. He was very,  _very_  tempted to give that ass the hardest smack he could, but for some reason he just couldn't bring himself to do it. He turned and saw his friend who was mouthing, 'do it'. He finally gave in to pressure and raised his arm.

"Hmm, don't seem to see it anywhere. Maybe I should try going-OH!" Carol yelped as she suddenly felt a quick but hard smack on her butt. She quickly turned her head to see the teen standing there and acting like he didn't do anything, but instead of slapping him and calling him a pervert, she grinned seductively and asked, "You like my sexy ass? You wanna smack it again?" That smack actually kind of turned her on, and she began to wiggle her rump teasingly.

He couldn't believe it. That wasn't the reaction he was expecting, for her to actually like it and to be teasing him like that. Without hesitating this time, he raised his hand and slapped Carol's ass again, making her scream out in lust.

"Oh Cob, yes! Harder! Smack it harder!"

However, before he could give her another smack, his friend quickly went over and stopped him. "Hey man, you don't get to have all the spanks! Let me have a turn!" He rubbed his hands together and then gave Carol the hardest spank he could, and she screamed again in pure ecstasy.

"Oh, fuck yeah! That's it! Smack this slut's ass  _hard_!"

The two teens grinned at the fact that she was actually enjoying this and wanting more. "With pleasure." And so they took turns slapping her ass with her screams and cries of pleasure being music to their ears.

After about two minutes of this, Carol's ass was practically numb from all those smacks, but all that did was make her even more aroused as she reached behind herself and began to take off the bottom half of her bodysuit. "Mmm, boys...you wanna fuck this slut of a mother?"

The two couldn't believe their luck. "Holy shit, man! She actually wants us in her! Well, I call dibs on her pussy!"

"No man, I'm getting her pussy! You love her ass so much, so you're gonna get her ass!"

"Oh boys, don't wanna keep Mama waiting~." Carol purred as she lowered her panties, showing off her naked ass, which was red from all that spanking, as well as her swollen pussy that was just begging to be fucked.

The two stopped their arguing and quickly ran over to her, with one getting below her and the other getting on top of her and then they both pushed their cocks into her holes, making her cry out and she put her hands on the wall as they began to thrust. The feeling of having two cocks pushing in and out of her at once was making her feel overwhelmed in pleasure.

"Yes...yes...oh fuck, yes! Keep pounding me, boys!" Carol cried out in intense pleasure, and the two teens were more than eager to do so as they began to plow her even faster and harder. With every passing second, she could feel her climax rising until eventually she came with a loud cry, her juices squirting all over the ground below her. While her orgasm began to subside, the boys continued thrusting until they came as well, and the feeling of having both her holes filled up with cum was enough to throw her into another climax, this one probably even more intense than the last.

Once that was over, the two pulled out of Carol and she lay there with her head on the ground and her lower half raised in the air, moaning as the white liquid began to drip out of her holes.

"Dude, I can't believe we just fucked a hot MILF."

"I know, right? I haven't pussy like that in a long time."

After the two teens left, it took Carol several minutes to get back up on her feet and walk out of the alleyway, and she was seeing stars and was struggling to even walk properly as she made her way to the dojo.


	10. Steaming Up

It was just an ordinary day when Carol met Inko Midoriya, a single mother like her. After taking some time to get know each other, Carol suggested that they should bring their sons with them the next time they meet to have them get to know each other as well with them both being young boys training to be heroes.

Sure enough, the next time Inko and Carol met up to have their sons meet each other, Izuku and K.O. instantly hit it off. They managed to get along pretty quickly and talked all about their adventures in hero training.

While their sons went off to do something on their own, the two mothers decided to spend the day at a bathhouse. They walked into an empty room just for the two of them with towels wrapped around their bodies.

"Ah, it's so warm in here." Carol sighed, and Inko quickly tried to turn away just as she took off her towel, but ended up getting a look at her naked body. Carol stepped into the bath and sighed as she felt the warm water on her body as she got in all the way up to her chest. "Oh yeah, that's nice. Well, what are ya waitin' for, Inko? Come on in. The water's great." Inko stood there with her face slightly red, so she added, "Don't worry, I won't look."

Inko snapped out of her thoughts, and she took off her towel and got into the water, still a bit flustered. From what she saw of Carol, she couldn't help but feel a bit jealous of her. After all, she had the type of body that most other women could only dream of. She had the curves and an ample amount of boobs and butt, not to mention those muscles. She was definitely a woman that worked out a lot.

Inko quickly turned her head away to try to hide the blush spreading on her cheeks. She couldn't possibly be this attracted to another woman, yet alone another mother.

"Were you staring at me just now, Inko?"

Inko gasped in surprise upon seeing Carol looking at her with a raised eyebrow. "Wh-What?! O-Oh no, I wasn't! O-Okay, m-maybe I was..."

Carol just laughed. "Oh, it's okay, Inko. I ain't mad at ya. If you wanted to see my body, you could've just said so."

Before Inko could question, Carol moved closer to her and got on her lap so that she could get a good view of her breasts, which were much bigger compared to her own. "O-Oh my..." she muttered as a deep blush burned on her face.

"You like them, Inko?" Carol asked with a seductive look in her eyes. "If you wanna touch 'em, you're more than welcome to~."

Inko's eyes went wide and her blush deepened, and she seemed to lose control of herself as she reached up and grabbed onto Carol's mounds, gently squeezing and caressing them. They felt so soft and she lost control of herself even more as she moved her head down and began to lick and suck on her erect nipples.

"Oh yeah, there ya go..." Carol moaned as she grabbed onto the other woman's shoulders. She then felt Inko's hands move down her back, feeling her smooth and wet skin, until she reached her rotund behind and began to grab her soft cheeks, making her let out a small squeal of delight.

The two women continued to pleasure each other with Inko groping Carol's butt while the blonde mother moved her legs so that they were wrapped around the other's waist, making the green-haired woman blush even more upon feeling those thick thighs against her body, and then she began to grind their slits together.

"Oh yeah...that feels good, doesn't it?" Carol asked, and Inko responded with a low moan. Thankfully it was just the two of them, and they continued to grind their bodies against each other until eventually they reached their climax, their juices blending in with the warm bath water. Once that was over with, the two went back to relaxing as if nothing happened.


	11. New Kink

Carol couldn't believe she was actually doing this. Last night while she was surfing the web for new kinks to try out for her porn vids, she discovered something called oviposition, and when she clicked the link out of curiosity, she was met with several images of people getting eggs placed inside them in rather graphic detail. Needless to say, it was pretty disturbing.

But once the sick thought of getting filled up with eggs came into her mind, it refused to leave, so here she was back at the beach, where she had her previous encounter with tentacles. She was already a bit wet between the legs in anticipation for the fact that she was going to be recording herself getting eggs inside her (though she really didn't know why). The camera was positioned on a tripod in the sand just a few feet away, and it was recording.

And then they came. A bunch of long and slender tentacles came out from the water and in front of her, and they looked to be different ones than last time. Carol braced herself as they began to grab onto her body and carry her to the shore, just above the water. They were pretty slimy, and as she was wearing nothing below the waist, she shivered as she felt the cold slime get on her body.

But alas, Carol allowed herself to relax somewhat, and then the tentacles began to emit the same intoxicating scent that she had inhaled last time, and she moaned lowly as her body completely relaxed and her lower area began to swell and become dripping wet. Then a tentacle that was much larger than the others moved up to her snatch, secreting a slick slime as it slowly eased itself into her vagina. She took a sharp breath upon feeling the appendage slide into her, and began to squirm a little as she felt the cold slime against her walls. Even after her previous encounters with tentacles and vines, she didn't think she would ever get used to having something long and wiggly in her.

Two tentacles had Carol's legs spread wide as the one in her snatch continued to make its way deeper into her, and then her eyes went wide when she felt the tentacle reach an area that had rarely been touched: her cervix. And it felt like it was going to go even deeper as it pushed against the small opening until eventually it pushed right through, splitting her womb in the process. Carol tried to scream, but for some reason, no sound came out. It hurt pretty bad, and a tentacle went up to her face to wipe the tears from her eyes as some others moved under her top and began to play with her breasts to try to distract her from the pain.

The tentacle in Carol's vagina then began to expand, getting ready to release its eggs into her. Moments later, several white orbs could be seen traveling up it as they went right inside her. The feeling of having eggs placed directly in her womb was too much for her as she passed out before it was finished.

* * *

Carol awoke feeling a bit lightheaded, and as she opened her eyes, she realized two things. The first being that she must've been out for about an hour or so, as it was getting dark, and second, her belly was so large it was bulging out, making it look like she was several months pregnant. And it felt like it too as she was filled with Cob knows how many eggs. She was also lying on the sand just a few feet from the shore with no tentacles in sight.

 _'Shit, gotta start getting home.'_  Carol thought to herself as she got up onto her feet, the added weight in her stomach making her move slowly. Once she stood up, she noticed the camera sitting right where it was at the beginning, but it was most likely dead by now.

Suddenly, Carol's stomach began to churn and she fell to her knees as she felt a sharp pain in her abdomen. Moments later, she began to feel something else going on in her lower area. It was her cervix dilating, like she was about to be giving birth.

 _'O-Oh f-fuck, i-it's coming out!'_  Carol gasped as she quickly sat down so that she could spread her legs, groaning and moaning in pain as she forced herself to push. She cursed out loud as she felt the first one begin to exit her womb, and continued to push until an egg the size of a lemon came out with a loud pop, completely covered in slime and pussy juice. Carol fell onto her back, panting and sighing that it was over, but her relief was short lived as the rest of the eggs began to follow. The second and third ones thankfully weren't as painful, as well as the fourth and fifth one. But just when Carol thought it was over, the last one began to make its way out, and she had to push with even more force than the rest. It seemed like this last one was going to be a big one. She pushed with as much strength as she could muster, groaning as she felt her walls get stretched as wide as they possibly could. She cursed some more as the egg slowly pushed through her outstretched vaginal walls until finally it came out.

Carol lay there panting for a long moment, completely out of breath from all that pushing. At least it was finally over. But little did she know, the camera was still recording, and it managed to capture every second of that egg laying.


	12. Carol in the Club

Carol was having another night out by herself when she came across a man in a suit, who must've recognized her from her porn videos online.

"Hey, you're the MILF of Lakewood Plaza, aren't you?"

Carol smiled. "The one and only. What can I do for ya?"

"I'm the manager of the strip club down the street, and we could really use some volunteers for tonight's show. So, are you interested? If not, that's okay."

"Well...I suppose it wouldn't hurt to give it a try."

"Excellent. Come right this way." The manager led Carol to the strip club, which was a moderately sized building and club music could be heard from inside. "Well, here we are."

The two walked inside the building and it was just what Carol expected for a strip club. Many men and women were talking to each other, drinking at the bar, and dancing on the dance floor. They headed to the back of the building where only authorized members and performers were allowed.

"Come, the dressing rooms are right this way." He led Carol down the hall and to the changing rooms. He dug through a dresser and handed her some clothes. "Here is your outfit. Now just go in there and get dressed, and I'll call you when it's your turn to go out there."

"Okay, gotcha." Carol nodded as she headed inside the dressing room. She looked at the outfit she was given, which was a skin-tight, strapless black teddy, complete with a collar with a bow tie, white wrist cuffs, bunny ears, and a small fluffy cotton tail. Once she was dressed, she looked at herself in the mirror and she put her hands behind her head and winked as she moved her hip to the side, and then she turned around and wiggled her booty, giggling as she saw the bunny tail on her rear.

Just then, there was a knock on the door. "Hey Ms. Carol, you ready?"

"Ready as I'll ever be." Carol answered as she walked over to the door and opened it to show off her body in her new outfit.

"Wow, you look absolutely stunning! The guys are gonna love ya! Now come on. It's time for you to get out there." He led Carol to the stage where she would be performing. She was both excited and nervous that she was going to be putting on a show in front of a bunch of guys in person. "Don't be nervous, hon. These guys ain't asking for much. They just wanna see a good show."

He then walked out from behind the curtains and Carol readied herself as she heard his voice speak.

"Gentlemen, we are glad that you make it here tonight, as we have a special guest performing for you. Give it up for the MILF of Lakewood Plaza herself, Carol Kincaid!"

Carol knew that was her cue to go out onstage, and she took a deep breath as she stepped out from behind the curtains, and she was greeted by bright lights as well as dozens of men clapping and cheering for her. The stage itself was pretty straightforward, with it being a walkway that led to a small, circular stage with a pole at the end.

After a while, the cheering began to die down and now the crowd was waiting eagerly for her to start performing. Carol was now very confident about this, and she was going to give them a damn good show. She decided to start by simply walking down the aisle, swaying her hips with every step she took and giving seductive looks at the crowd.

When she got to the end with the pole, the crowd was still silent in anticipation. She then grabbed onto the pole, lifted up a leg and leaned back as she began to spin herself around on it, making the crowd erupt into cheers and hollers. The commotion she was causing from her pole dancing was making her extremely aroused, and the pole was starting to get a bit wet from her coochie grinding against it through her skin-tight suit.

After a while, she stopped and crouched down on her knees, and then with a seductive grin, she reached for her outfit and completely ripped it off, making the audience roar with applause as she was stripped down to her bra and panties. She then stood up and and let her panties drop to the floor before beginning to grind her pussy against the pole, the cold metal turning her on even more. After about a minute, she stopped and turned around with her back against the pole as she moved one hand down to her crotch to start fingering herself while the other moved up to her bra and pulled it off, freeing her breasts for everyone to see.

This caused more uproar from the crowd as they began to cheer and applaud even more. Carol sat down on her rump as she continued to play with herself, fondling her breasts and fingering her vagina, and a few minutes later, she got back up on her knees, turned her body around and spanked her ass pretty roughly. She then lay down on her belly and lifted her rear up in the air as she began to finger both her ass and her pussy.

The audience continued to whoop and cheer at the performance that was going on in front of them, and that was enough to send her into her orgasm pretty quickly, and once she did, she let out a moan loud enough for everyone to hear as she gushed her juices all over her hand and the floor.

Once Carol came down, she stood up and took a bow, making the crowd cheer and clap at her wonderful performance.


End file.
